Good morning, and welcome to the Service Properties Trust First Quarter 2025 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions]. After today's presentation, there will be an opportunity to ask questions. [Operator Instructions]. Please note that this event is being recorded. I would now like to turn the call over to Kevin Barry, Senior Director of Investor Relations. Please go ahead.

Good morning. Thank you for joining us today. With me on the call are Chris Bilotto, President and Chief Executive Officer; Jesse Abair, Vice President; and Brian Donley, Treasurer and Chief Financial Officer. In just a moment, they will provide details about our business and our performance for the first quarter of 2025, followed by a question-and-answer session with sell side analysts. I would like to note that the recording and retransmission of today's conference call is prohibited without the prior written consent of the company. Also note that today's conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based on SVC's beliefs and expectations as of today, May 7, 2025, and actual results may differ materially from those that we project. The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in today's conference call. Additional information concerning factors that can cause those differences is contained in our filings with the Securities and Exchange Commission, which can be accessed from our website at svcreit.com or the SEC's website. Investors are cautioned not to place undue reliance upon any forward-looking statements. In addition, this call may contain non-GAAP financial measures, including normalized funds from operations or normalized FFO, and adjusted EBITDAre. A reconciliation of these non-GAAP figures to net income is available in SVC's Earnings Release Presentation that we issued last night, which can be found on our website. And finally, we are providing guidance on this call, including adjusted hotel EBITDA. We are not providing a reconciliation of this non-GAAP measure as part of our guidance because certain information required for such reconciliation is not available without unreasonable efforts or at all. With that, I will turn the call over to Chris.

Thank you, Kevin. Good morning, everyone, and thank you for joining the call today. Last night, we reported first quarter earnings results that were in line with our expectations highlighted by comparable RevPAR growth of 2.6% within our lodging portfolio, steady operating performance from our net lease retail properties and growth in adjusted EBITDAre year-over-year. Additionally, we advanced our strategic plans to optimize our portfolio by selling assets to deleverage our balance sheet and reinvest in growth opportunities. I will begin our discussion with an overview of our hotel portfolio performance during the quarter and an update on our investment activities. Then Jesse will discuss our net lease portfolio and finally, Brian will review our financial results and guidance. At a macro level, we continue to monitor the broader economic activity, trade tariff policy and shifts in overall consumer sentiment, while performance within our lodging portfolio was in line with expectations, RevPAR softened as the quarter progressed, partially driven by a pullback in government and inbound international travel as well as airlines reducing flight commitments and crew business. Conversely, positive post renovation performance with certain hotels in our portfolio, favorable trends with our group revenue pace and a stable outlook for our net lease retail portfolio remain bright spots as we continue through the year. In the meantime, we are proceeding with the priorities and objectives we set for the year and continue to monitor this evolving market backdrop, meaning flexibility to adjust our operating plans and capital investments as necessary. As it relates to our disposition activities, we are currently tracking with our plans to sell 123 hotels during 2025 with estimated proceeds of $1.1 billion. We plan to use these proceeds to strengthen SVC's balance sheet through debt repayments and strategies to improve the overall portfolio through certain…

Thank you, Chris. The recent macro volatility underscores the benefits that that our steady cash flow generating net lease portfolio contributes to SVC. As of March 31, we own 739 service oriented retail net lease properties with annual minimum rents of $381 million. Our net lease assets were nearly 98% leased with a weighted average lease term of eight years. Our tenant base consists of 175 tenants operating under 136 brands spanning 21 distinct industries, thereby mitigating our exposure to any one retail sector and offering opportunities to grow our existing relationships with a variety of different operators. Only 2.1% of our minimum rents are scheduled to expire in 2025 and approximately 3% in each of the following years through 2029. As of quarter end, the aggregate coverage of our net lease portfolio's minimum rents was 2.07x on a trailing 12-month basis, which was essentially flat on a sequential quarter basis. Excluding our TA travel center properties, which are backed by BP's investment grade credit, minimum rent coverage remains strong at 3.6x, down a tenth of a turn compared to the prior quarter. By design, the net lease portfolio, which largely provides non-discretionary goods and services to consumers, should continue to perform well even during challenging economic times. In fact, many of our tenants, such as our quick service restaurants and grocery stores, typically benefit from the trade down effect during periods of lower consumer confidence. Others, like our travel centers have the flexibility to pass pricing pressures onto customers, particularly in the case of fuel costs. Just as our net lease portfolio, whether it's a pandemic-related disruption, we anticipate it will exhibit consistency even in the event of sustained volatility in the near-term. The essential businesses of our tenants, the strong credit backing our TA leases and the portfolio's…

Thanks, Jesse. Good morning. Starting with our consolidated financial results for the first quarter of 2025, normalized FFO was $10.8 million or $0.07 per share versus $0.13 per share in the prior year quarter. Adjusted EBITDAre increased slightly year-over-year $115.8 million. Financial results this quarter as compared to the prior year quarter were impacted most by a $10.1 million decrease in interest expense. For our 201 comparable hotels this quarter RevPAR increased by 2.6%. The gross operating profit margin percentage declined by 330 basis points to 21.4%. Below the GOP line cost at our comparable hotels decreased $1.7 million or 3.4% from the prior year, driven primarily by lower property insurance premiums. Our hotel portfolio generated adjusted hotel EBITDA of $23 million, a decline of 20.5% from the prior year, but within our guidance range. By service level, adjusted hotel EBITDA year-over-year decreased $4 million for our full service hotels, increased $2.4 million for our select service hotels, and decreased $4.3 million for our extended stay hotels. The eight hotels that were under renovation during the quarter represented $3.8 million or 60% of the decline of adjusted hotel EBITDA year-over-year. The renovations at our 17 Hyatt Place hotels were completed in the first quarter of 2025 and we saw a 35% year-over-year improvement in RevPAR to $77 and adjusted hotel EBITDA increased $2.9 million year-over-year. Both our Hyatt and Radisson agreements include limited guarantees of performance thresholds that are now in full effect post renovations. During Q1, our earnings benefited from a $2.9 million increase in guarantee utilization under these agreements to cover the shortfalls in hotel cash flows available to pay our owner's priority returns. Throughout the remainder of 2025, we plan to sell 119 hotels with 15,912 keys. During the first quarter, these 119 hotels generated RevPAR of…

We'll now begin the question-and-answer session. [Operator Instructions]. And your first question today will come from Jonathan Jenkins with Oppenheimer & Company. Please go ahead.

Good morning. Thank you for taking my questions. First one for me, wanted to parse into the RevPAR trends in the quarter. Look there's and I know there's lots of macroeconomic uncertainty out there, but Chris, you mentioned a slowdown over the quarter. Can you walk us through kind of the monthly progression and how the quarter came in relative to your initial expectations and then also any thoughts or color on where April ended up?

Yes. I think kind of more broadly, I think overall RevPAR kind of came in kind of where expected. But as I think about the quarter specifically, we started higher kind of in January at just over 2.5% and that that shows some deceleration going into March down to about half of a point. And so I think that's how I would think about the trajectory and the slowdown as far as overall RevPAR. I would say for April, Brian's given some guidance on kind of where we expect that RevPAR guidance to be for the quarter. Softness in April is initially or at least the preliminary numbers are showing about a decrease of 1% year-over-year. And so we expect there to be some ramp as the quarter progresses, all things being equal.

That's very helpful. And then might be difficult, but can you provide some color on how much international and government business your hotels have and what you're seeing more real time from those two parts of demand? And maybe, as a follow-up to the last question, your thoughts on how much of what you're seeing in April or saw in April and March is attributable to calendar strips versus more of a structural slowdown in demand?

Yes. I mean, the international travel kind of question is a little bit more tricky. I think the way we might think about it is if you think about kind of our broader full service portfolio and more so kind of on the retained side about 30% of our portfolio is located what we would call kind of the top 10 markets. And so I think from that standpoint, we have kind of a manageable amount of assets as it might be impacted by international travel. I think broadly speaking; we're seeing some pressure on contracts from kind of the slowdown in airline business or at least kind of the temporary pause in airline business. I think government specifically saw a modest decrease. I think the number was about $2.5 million and cancellations across the government contract business with just overall efficiency efforts. But I think more specifically, some of the bright spots are I think more akin to the fact that we're seeing strong group revenue pace, it's up about 6.5% over the same time last year, which is close to $9 million. And then we expect to kind of see some outsized ramp with respect to our renovation hotels as those continue to kick in and produce positive EBITDA throughout the quarters. And so there's some take and give with some of the more broader kind of macroeconomic trends alongside just some of the initiatives that are specific to our portfolio that I think will provide kind of a healthy balance as we progress throughout the year.

Okay. That's excellent color there. And then switching gears to the hotel dispositions sounds like they're progressing nicely. Can you help us think about your confidence level and completing the sales at the price point that you talked about this year? And any updated thoughts on maybe how that's progressing relative to initial expectations would be helpful.

Yes. I mean, look, I think that we had a robust process, right, with respect to the selection and awarded buyers. We have a pretty deep bench with respect to the amount of offers, which I think gives us some confidence in managing expectations on pricing through a competitive process. We're active in the diligence process. We have signed turn sheets with four different buyers where we divided up the pool. We've done a lot of what I would call kind of early stage diligence work with third-party reports and other things, which are actively being reviewed and updated as necessary. And I think the process is progressing. I mean, it's a very different process when you're selling a small subset of hotels, one, two, five hotels, versus larger portfolios such as we're doing. And so I think we feel good about the trajectory and the pace we're at today. And from a transaction standpoint, there's nothing to suggest that we won't transact as planned. And I think that the bigger change from kind of expectations is we expect the takedown of these portfolios to happen in phases, just given the size. And so that's going to kind of show transactions occurring over more than one quarter, for example, as we continue to wind down the disposition efforts specific to the 114 hotels.

That's great to hear. And as a follow-up on that, when we think about the two debt maturities coming in 2026, is the plan still to repay those with the asset sales?

That's correct. That plan has not changed.

Okay, perfect. And then maybe last one for me, Chris, you talked about the shift toward increased net lease exposure and the valuation change, at a high level, when you look out at SVC in five or 10 years, do you think we'll continue to see this trend of decreasing hotel exposure and increasing net lease properties to a point where SVC at some point could entirely just be a net lease REIT or do you think you'll always continue to have hotel exposure in some capacity in the future?

Yes, I mean, the plan today is, we'll continue to have hotel exposure. That, that change, that's not a change that we're anticipating. I think given kind of the outsized view on kind of where the opportunities reside, specifically on the net lease side, we would expect the gap to widen over time with respect to kind of the investments specific to net lease relative to hotel. But I don't want to lose sight of the fact that even with the hotels we're retaining, there's going to be continual opportunity to drive EBITDA. So I think from kind of a net-net, we would expect to see performance progress on both sides just through kind of more organic growth on the net lease retail and then kind of the EBITDA piece on the hotel side. I think more specifically, we're going to often be looking at our portfolios across the Board at optimization opportunities, and we'll evaluate those and present those as appropriate. But I think given what we have today, we've got a lot of great things we're working on. I think working through those, selling these assets, advancing capital projects and other initiatives is really where our focus is going to be for 2025.

Okay. That's great. I appreciate all the color from everyone today. Thank you very much. That's all for me.

Thank you.

[Operator Instructions]. And your next question today will come from Meredith Jensen with HSBC. Please go ahead.

Thanks. A lot of great questions asked. Specifically, the last one was the biggest one for me and maybe I could just ask another sort of piece to that, although your answer was fairly clear, was -- what might have caused sort of the pivot to have more enthusiasm to sort of build back up or reevaluate the net lease portfolio as being a greater strength? Is it that the hotel portfolio has been sort of harder to manage in the cost side of it, or is there anything in particular regarding the hotels and the pursuit of sort of a broader hotel portfolio that, that might have changed?

Look, I mean, I think generally speaking, the hotel business is something that we continue to have conviction on. It is a kind of a more capital intensive type business, but nonetheless, we do see pockets of opportunity for ROI and growth and we've communicated what that looks like for how we're investing capital. When you think about the net lease side, look, we've got a large portfolio on the net lease side where we haven't been in a position to execute on strategies for growth. And I think more specifically being in a position where we can improve overall fundamentals around the portfolio through driving wall, through driving kind of better brands and opportunities in the portfolio, I think our view is it's going to open other doors for the company with respect to how we think about financing opportunities, valuations, and other relative pieces. And so continuing to bolster and strengthen that and take it in strides is just, in our view, kind of a great opportunity to round out the portfolio on a go-forward basis.

Thanks. And just how do you view sort of this discussion in terms of the value of your stake in Sonesta and sort of the relationship there?

Yes, the 34%, Meredith, Sonesta's as we're going through transitions with our hotel portfolio, they too are transitioning to more of a franchise platform and have done a lot of initiatives to improve that higher margin business at the operating company. So that's a big part of their growth strategy. So we believe that there'll be increasing value as time goes on as they continue to expand the footprint of Sonesta through that franchise platform. Again, it's a very high margin business and it'll flow through to us over time. The equity stake and how we account for it, we do pick up our 34% of their earnings and their EBITDA in our numbers. Yes. So the balance sheet reflects around $100 million of an investment. But we believe over time that will grow.

Okay. That's super helpful. Thank you. And just sort of clarification on two things discussed on the hotels leaving the system, we had sort of thought that it would be a pretty clean cut in sort of second quarter, June sort of time frame. How should we model the hotels leaving the system?

I think it's more appropriate to assume that Q2 and Q3 is where we'll start to kind of see the allocation of those leaving the system.

Okay. Thank you. Go ahead.

Go ahead.

We're -- just a follow-up on that. We're modeling it that'll exit by the end of Q3 is the way we're doing it.

Okay. Thank you. And on you were speaking about international and group and what I heard that $2.5 million. What percentage of knights would group and international and sort of business transient and leisure transient be? And when you speak about groups, what would the average size for group be?

Yes, that's a tough -- kind of a tough question in general, I think that, I guess more specifically, I guess, we look at it from the lens of just the overall kind of net impact to group versus qualifying more specifically on the size of the group. And as I mentioned, overall that's kind of a net positive impact of close to 6.5% or about $9 million. And so, I think that's kind of more of a better proxy. And Brian can elaborate a little bit more.

Yes. I mean, most of our hotels, I mean, we don't have any large convention size hotels for the most part.

Yes, yes.

We get a lot of smaller Smurf type group business, especially on the weekends. Obviously, some of our urban hotels have larger groups, but generally speaking, they're medium to average size group business.

Right. And the percentages of government international kind of the sort of pie.

Yes, let us follow-up with you on that. Yes, we don't have that in front of us.

Okay, great. Thank you so much.

Your next question today will come from Jack Armstrong with Wells Fargo. Please go ahead.

Hey, good morning. Thanks for taking the question. So I guess just circling back to the hotel dispositions, prior expectations of closing on the majority of the dispositions by the end of Q2 to now kind of somewhere between Q2 and Q3. Can you walk us through specifically what happened there? What drove that kind of shifting, right? Was it buyers taking a little bit more time with due diligence? The kind of general slowdown in transaction markets with all of the uncertainty entered in April? Just some color there on what drove the shift in timing would be helpful.

Yes, I mean, really, it's just a function of the process and diligence when you're dealing with larger portfolios, I think it's not a customary for these things to kind of tend to ebb and flow. I would say it's not specific to the broader market and any concern around risks that may have been introduced since awarding it to these buyers. It's really just a function of going through the process. And again, I think these being taken down in phases just kind of extends that timeline for overall execution and coming out of the system. So again, it's really just the size of the portfolio, the depth that goes into a transaction of this size.

Okay, helpful there. Just kind of jumping over to your CapEx program, how de risked is your CapEx spend for the year? You mentioned particularly programs in Q4, so to the extent that tariffs remain in place and there's some pressure on FF&E and other goods you're getting from particularly China. Is there capacity I think to pull back on that program, defer it sometime to next year?

Yes, a lot of the stuff we have in motion for the rest of the calendar year. We're for the most part sort of locked in pricing and we're underway with a lot of projects, as we continue to scope out plans to begin projects in 2026, we're going to start talking about. That's why we're looking at where do we source our products from; we're looking for our suppliers to help direct us where things might be not as impactful from a tariff standpoint. We're going to look at our scope, reevaluate, the cost -- the overall cost and potential impact. So there's different things we're going to do and continue to do to mitigate any sort of cost creep. We generally put in some sort of cost contingencies when we're planning our projects. But in general, we're just monitoring the situation with tariffs and specific countries and where goods are coming from, as everybody else is and we'll react accordingly.

Okay. And on the net lease acquisitions, I guess what's giving you the confidence to go out and be acquisitive in this environment? The capital plan and exiting from the hotels, you kind of expect incremental capital to start to go into paying down debt. So what's given you the confidence in this environment to go out and get those acquisitions done?

Yes, I mean, there's a handful of things I think kind of as we discussed, I think improving the overall composition of the portfolio is going to open up other opportunity for us kind of medium and long-term with respect to portfolio composition, other financing initiatives. We have an ABS instrument in place that benefits from certain KPIs and potential to kind of recast that at more accretive yields. And I think kind of just more broadly speaking, we're seeing an opportunity where we're able to kind of push pricing in certain opportunities with kind of a bid ask spread of 30 basis points to 50 basis points, which are going to continue to kind of create opportunity for us to buy at, we would think what we believe to be attractive pricing. And again, it's just -- it's a small piece to kind of a broader strategy with respect to exits, capital investment and other related items. But it's just healthy. More specifically, given we have some arbitrage there to kind of enhance the overall portfolio.

Okay. And then in the quarter, you recognize an impairment on 16 hotels, is it a fair breed that of the hotels exiting the portfolio, there's only 16 that have moved to the stage in a disposition process where you're recognizing an impairment, or is that just the only impaired portion of a larger portfolio? And then as we're thinking about modeling on a go forward basis, is that level of impairment for 16 hotels roughly applicable to the size of the rest of the portfolio?

Short answer on the last part, no. But to the point about which hotels in were impaired this quarter, the 114 Sonesta hotels all were evaluated for indicators impairment under Generally Accepted Accounting Principles. And the way it broke down is, as Chris mentioned, there are four buyers of the 114 hotels. Pools of hotels ranging from 15 to 45 hotels I believe. The pool, the smallest of the pools of 15, the fair value, the sales price was below, which represents the fair market was below the carrying cost. So we did take a charge on those 15. The remaining 99 hotels, the sales price/fair value, all exceeded the book value. So in aggregate, we expect to recognize a gain on sale of real estate when the dust settles on these 114.

Okay. And you don't anticipate during the process of due diligence that that impairment could go up?

Again, overall, we've been talking north of $1 billion for the portfolio and the carrying values in the $800-something million range. So we expect a gain on sale of real estate when we close everything.

Okay, fantastic. Thanks so much for taking the questions.

Your next question today will come from John Massocca with B. Riley. Please go ahead.

Good morning. So I'm sorry if I missed this. Just with regards to the net lease acquisitions, just kind of more broadly, you gave a couple metrics around it, but what were the actual properties themselves and what kind type of property?

The question is the actual assets we purchased or we're looking at the types of properties.

No, just the ones you purchased, yes.

Yes. So for -- Yes, that we purchased the two properties during the quarter. One was a car wash and another one was a casual dining concept.

Okay. And was that the entire -- sorry if I misheard it, $33 million or is that…

No. So that was what was acquired. Then we have the pipeline of kind of what's under LOI and to kind of round out the $33 million number we have some opportunities with the grocer, but the majority of those opportunities are in casual dining and QSR and then one fitness concept we're looking at. So that, that, that kind of rounds out the types of concept with kind of the again the larger component by number of properties being on the QSR and casual dining side.

Okay. And on the debt side, just kind of curious why the variable funding note, is that something that could increase or you could do more of to continue acquiring on the net lease side or just kind of curious there.

Sure. Hey, John, when we did the ABS security financing a couple of years ago, we put that master trust in place. In addition, as we looked at our financing alternatives more recently, we took a look at what's in that portfolio that, that is secured by the master trust and realized the valuations have gone up. So we tap the equity and we think in a cost effective way. I think the sizing for now, I think is short of adding more properties, we don't expect to increase that particular instrument. Could we later, if we add more properties into the security pool? Sure. But we felt good about the pricing on that as part of the broader strategy to tap that net lease portfolio to not only as a cost of capital for financing, but also as part of the strategy, Chris outlined on the acquisition front.

Is the room within the existing portfolio to add more assets that would allow you to kind of pull out more equity or is that kind of maxed out in terms of either what you want to put into the master trust today or what you can put into the master trust?

I mean, we can grow the master trust as much as we want. And if we do grow it and we put more into it, we could then utilize the additional equity from a financing standpoint. And as long as we're keeping the whole the entirety of the portfolio in relationship to whatever debt we have within that master trust, sort of at the current levels from a loan to value standpoint and other metrics that we're trying to solve for as far as the financability of the portfolio with geographic and industry and brand concentrations, the walls, rent coverage, all that stuff goes into. So our strategy regarding what we do add or what we might acquire overall to keep alignment with the existing portfolio, given the execution on these ABS notes we did, we think it's a very efficient way to finance at a lower cost of capital than what we could see today doing a bond deal, for example.

And when you say I just kind of think within the existing portfolio, right, I don't know if there's more LTV. You can kind of essentially take out of the net lease versus acquire more things and finance it that way.

Yes. The 315 properties we -- that are in the master trust secured by ABS notes. We just took a fresh look and tapped what we believe is the extent of the equity. We're going to look to pull out for now. But again, we have another whole segment of net lease properties that are not financed or not encumbered that we could utilize in the future.

Okay. And then just one quick one on the hotel side, with the -- sorry, with the dispositions that are planned, particularly the 114 hotels, is the outlook still that those would continue to have the Sonesta flag on them or is there some wiggle room around that maybe with various tranches or just kind of curious if that's still what the outlook is today?

Yes, that's the plan. The plan is that these will be with Sonesta franchise agreements.

Okay. That's it for me. Thank you very much.

This will conclude our question-and-answer session. I would like to turn the conference back over to Chris Bilotto, President and Chief Executive Officer, for any closing remarks.

Thank you for joining our call today. We look forward to seeing many of you at the upcoming NAREIT Conference in June. Please reach out to our Investor Relations team if you're interested in scheduling a meeting with SVC. Thank you.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.